Common use of LIBOR Indemnity Clause in Contracts

LIBOR Indemnity. If the Borrowers for any reason (including, without limitation, pursuant to Sections 2.7, 2.11, 2.12 and 8.2 hereof) make any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.3, or fails to prepay a LIBOR Loan after having given notice thereof, the Borrowers shall pay to the Agent for the benefit of the Lenders a “yield maintenance fee” in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the expiration of the Interest Period of the Loan as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b)) to each LIBOR Loan in effect at the time of prepayment. If the result is zero (0) or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period of the Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period of the Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9. The Borrowers shall pay such amount upon presentation by the Agent of a statement setting forth the amount and the Agent’s (or the affected Lenders’) calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders for such costs and expenses. The Borrowers acknowledge that the yield maintenance fee is bargained-for consideration and not a penalty.

LIBOR Indemnity. If the Borrowers Borrower for any reason (including, without limitation, pursuant to Sections 2.7, 2.11, 2.12 and 8.2 hereof) make makes any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.3, or fails to prepay a LIBOR Loan after having given notice thereof, the Borrowers Borrower shall pay to the Agent for the benefit of the Lenders any amount required to compensate the Lenders for any additional losses, costs or expenses which they may reasonably incur as a result of such payment or failure, including, without limitation, any loss (including loss of anticipated profits), costs or expense incurred by reason of the liquidation or re-employment of deposits or other funds required by the Lenders to fund or maintain such LIBOR Loan. Without limiting the foregoing, the Borrower shall pay to the Agent a “yield maintenance fee” in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the expiration of the Interest Period of the Loan as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b)) to each LIBOR Loan in effect at the time of prepayment. If the result is zero (0) or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period of the Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period of the Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9Section. The Borrowers Borrower shall pay such amount upon presentation by the Agent of a statement setting forth the amount and the Agent’s (or the affected Lenders’) calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers Borrower had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders for such costs and expenses. The Borrowers acknowledge that the yield maintenance fee is bargained-for consideration and not a penalty.

LIBOR Indemnity. If the Borrowers Borrower for any reason (including, without limitation, pursuant to Sections 2.72.6, 2.112.10, 2.12 2.11 and 8.2 hereof) make makes any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Notice of Conversion thereof pursuant to Section 2.3, or fails to prepay a LIBOR Loan after having given notice thereof, the Borrowers Borrower shall pay to the Agent for the benefit of the Lenders Lender a “yield maintenance fee” in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the expiration of the Interest Period of the Loan as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b2.4(b)) to each LIBOR Loan in effect at the time of prepayment. If the result is zero (0) or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period of the Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period of the Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders Lender upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.92.8. The Borrowers Borrower shall pay such amount upon presentation by the Agent Lender of a statement setting forth the amount and the AgentLender’s (or the affected Lenders’) calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 2.8 shall be due and payable in the same manner as though the Borrowers Borrower had made a prepayment of the LIBOR Loans. The Borrowers recognize Borrower recognizes that the Lenders Lender will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders Lender for such costs and expenses. The Borrowers acknowledge Borrower acknowledges that the yield maintenance fee is bargained-for consideration and not a penalty.

LIBOR Indemnity. If the Borrowers Borrower for any reason (including, without limitation, pursuant to Sections 2.7, 2.11, 2.12 and 8.2 hereof) make makes any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.3, or fails to prepay a LIBOR Loan after having given notice thereof, the Borrowers Borrower shall pay to the Agent for the benefit of the Lenders any amount required to compensate the Lenders for any additional losses, costs or expenses which they may reasonably incur as a result of such payment or failure, including, without limitation, any loss (including loss of anticipated profits), costs or expense incurred by reason of the liquidation or re-employment of deposits or other funds required by the Lenders to fund or maintain such LIBOR Loan. Without limiting the foregoing, the Borrower shall pay to the Agent a “yield maintenance fee” in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the expiration of the Interest Period of the Loan as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b)) to each LIBOR Loan in effect at the time of prepayment. If the result is zero (0) or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period of the Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period of the Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9. The Borrowers Borrower shall pay such amount upon presentation by the Agent of a statement setting forth the amount and the Agent’s (or the affected Lenders’) calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers Borrower had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders for such costs and expenses. The Borrowers acknowledge that the yield maintenance fee is bargained-for consideration and not a penalty.

LIBOR Indemnity. If the Borrowers Borrower for any reason (including, without limitation, pursuant to Sections 2.7, 2.11, 2.12 and 8.2 hereof) make makes any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.3‎2.3, or fails to prepay a LIBOR Loan after having given notice thereof, the Borrowers Borrower shall pay to the Agent Lender any amount required to compensate the Lender for the benefit any additional losses, costs or expenses which they may reasonably incur as a result of such payment or failure, including, without limitation, any loss (including loss of anticipated profits), costs or expense incurred by reason of the Lenders liquidation or re-employment of deposits or other funds required by the Lender to fund or maintain such LIBOR Loan. Without limiting the foregoing, the Borrower shall pay to the Lender a “yield maintenance fee” in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the expiration of term chosen pursuant to the Interest Period of the Loan Fixed Rate Election as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b‎2.4(b)) to each LIBOR Loan in effect at the time of prepayment. If the result is zero (0) or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period of term chosen pursuant to the Loan Fixed Rate Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period of term chosen pursuant to the Loan Fixed Rate Election as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders Lender upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9Section. The Borrowers Borrower shall pay such amount upon presentation by the Agent Lender of a statement setting forth the amount and the AgentLender’s (or the affected Lenders’) calculation thereof pursuant hereto, which statement shall be deemed true and correct prima facie evidence of the amounts owed hereunder absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers Borrower had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders for such costs and expenses. The Borrowers acknowledge that the yield maintenance fee is bargained-for consideration and not a penalty.

LIBOR Indemnity. If the Borrowers Borrower for any reason (including, without --------------- limitation, pursuant to Sections 2.7, 2.11, 2.12 2.6(b) and 8.2 hereof) make makes any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.32.3 and in reliance on such notice the Lender has made such LIBOR Loan (of if such LIBOR Loan has not yet been made, the Lender has obtained or committed to obtain matched funding for such LIBOR Loan), or fails to prepay a LIBOR Loan after having given notice thereofthereof as provided in Section 2.6(a), the Borrowers Borrower shall pay to the Agent for the benefit of the Lenders a “yield maintenance fee” in Lender an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest pursuant to the expiration following formula: L = (R - T) x P x D --------------- 360 L = amount payable to the Lender R = interest rate on such LIBOR Loan T = effective interest rate per annum at which any readily marketable bond or other obligation of the United States, selected at SSB's reasonable discretion, maturing on or near the last day of the then applicable Interest Period of the Loan as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b)) to each such LIBOR Loan and in effect at approximately the time same amount as such Loan can be purchased by SSB on the day of prepayment. If such payment of principal or failure to borrow, continue, convert or prepay P = the result is zero (0) amount of principal prepaid or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting requested Loan or the amount shall be divided by 360 and multiplied by of the prepayment not made D = the number of days remaining in the Interest Period as of the Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and date of such payment or failure or the number of days remaining in of the requested Interest Period of the Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9. The Borrowers Borrower shall pay such amount upon presentation by the Agent Lender of a statement setting forth the amount and the Agent’s (or the affected Lenders’) Lender's calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders for such costs and expenses. The Borrowers acknowledge that the yield maintenance fee is bargained-for consideration and not a penalty.

LIBOR Indemnity. If the Borrowers Borrower for any reason (including, without --------------- limitation, pursuant to Sections 2.7, 2.11, 2.12 the last sentence of Section 2.8(a) and Section 8.2 hereof) make makes any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.32.5 and in reliance on such notice the Lender has made such LIBOR Loan (of if such LIBOR Loan has not yet been made, the Lender has obtained or committed to obtain matched funding for such LIBOR Loan), or fails to prepay a LIBOR Loan after having given notice thereofthereof as provided in Section 2.8(a), the Borrowers Borrower shall pay to the Agent for the benefit of the Lenders a “yield maintenance fee” in Lender an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest pursuant to the expiration following formula: L = (R - T) x P x D --------------- 360 L = amount payable to the Lender R = interest rate on such LIBOR Loan T = effective interest rate per annum at which any readily marketable bond or other obligation of the United States, selected at SSB's reasonable discretion, maturing on or near the last day of the then applicable Interest Period of the Loan as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b)) to each such LIBOR Loan and in effect at approximately the time same amount as such Loan can be purchased by SSB on the day of prepayment. If such payment of principal or failure to borrow, continue, convert or prepay P = the result is zero (0) amount of principal prepaid or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting requested Loan or the amount shall be divided by 360 and multiplied by of the prepayment not made D = the number of days remaining in the Interest Period as of the Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and date of such payment or failure or the number of days remaining in the Interest Period of the Loan as to which prepayment is made. requested Fixed Rate Period The resulting amount shall be the yield maintenance fee due to the Lenders upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9. The Borrowers Borrower shall pay such amount upon presentation by the Agent Lender of a statement setting forth the amount and the Agent’s (or the affected Lenders’) Lender's calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders for such costs and expenses. The Borrowers acknowledge that the yield maintenance fee is bargained-for consideration and not a penalty.

LIBOR Indemnity. If the Borrowers Borrower for any reason (including, without limitation, pursuant to Sections 2.7, 2.11, 2.12 4.14 and 8.2 11.2 hereof) make makes any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.34.4, or fails to prepay a LIBOR Loan after having given notice thereof, the Borrowers Borrower shall pay to the Agent for the benefit of the Lenders any amount required to compensate the Lenders for any additional losses, costs or expenses which they may reasonably incur as a “result of such payment or failure, including, without limitation, any loss (including loss of anticipated profits), costs or expense incurred by reason of the liquidation or re-employment of deposits or other funds required by the Lenders to fund or maintain such LIBOR Loan. Without limiting the foregoing, the Borrower shall pay to the Agent a "yield maintenance fee” " in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the expiration remaining balance of the Interest Period of for the Loan as with respect to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b4.1(a)(ii)) to each LIBOR Loan in effect at the time of prepayment. If the result is zero (0) or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period of for the Loan as with respect to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period of for the Loan as with respect to which the prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9Section. The Borrowers Borrower shall pay such amount upon presentation by the Agent of a statement setting forth the amount and the Agent’s 's (or the affected Lenders’') calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.211.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers Borrower had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and that the yield maintenance fee compensates the Lenders for such costs and expenses. The Borrowers acknowledge that the yield maintenance fee is bargained-for consideration and not a penalty.